Vengeance of The Shredder
by JayQwaqwaXt
Summary: Starts off as Alternate ending to 2003 Episode "Good Genes Part 2" then branches off to a diffrent storyline. Karai is fed up with the turtles and is determined to get rid of them once in for all by any means necessary. She has a plan, a plan that will unleash her full wrath and hatred upon the turtles. But will Karai go to far and do something she wil regret? Read and find out...
1. Chapter 1

**Hey this is my first offical fanfic. This a story I started several months ago, but did not continue because I kind of ,dropped off the face of the earth for a while. Then last month I came "back from the dead" (so to speak) and decided to re-write the first two chapters I made and go from there. This story has a large focas on action sequences and fight scenes, rated T for some things that will go on in later chapters**

**Disclaimer: I DO NOT OWN TMNT OR ANY OF ITS CHARACTERS (I WISH!), ALSO... THE FIRST THREE CHAPTERS REVOLVE AROUND AN ALTERNATE ENDING TO TMNT 2003 SERIES EPISODE "GOOD GENES PART 2". FOR THE FIRST CHAPTER, EVERYTHING FROM THE TIME THE TURTLES GET TO BISHOP'S BASE TO THE POINT WHERE LEO GRABS HIS MIC TO TALK TO APRIL IS ALL PART OF THE ACTUAL EPISODE, AND IN NO WAY OR FORM DO I TAKE ANY CREDIT FOR THAT PART.**

**NOW TIME TO BRING EVERYONE UP TO SPEED ON THE "GOOD GENES" EPISODES. DONATELLO GOT A SECONDARY MUTATION DUE TO BEING SCRATCHED BY THE BY-PRODUCT OF ONE OF AGENT BISHOP'S EXPERIMENTS. NOT BEING ABLE TO CREATE A CURE; LEO, RAPH, MIKEY, SPLINTER, AND LEATHERHEAD TRACKED DOWN AGENT BISHOP. BISHOP AGREED TO DEVISE A CURE FOR DON, BUT IN EXCHANGE THEY HAD TO STEAL AN ITEM FROM FOOT HEADQUARTERS. WELL AFTER FIGHTING KARIA AND THE FOOT ELITE GUARD, THE TURTLES USED A HELICOPTER TO BLOW A HOLE IN THE WALL AND ESCAPE WITH A MYSTERIOUS PENDENT KNOWN AS THE HEART OF TENGU**

**AND THATS WHERE OUR STORY BEGINS...**

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**Chapter 1: Karai's Breaking Point**

Karai had hit her breaking point. She stood in her Shredder armour and stared out through the gaping hole in the side of Foot headquarters tower top. Her helmet was off allowing her shoulder length dark hair to blow in the wind and her green eyes look over the grey clouded scenery of New York City. Anger boiled in her heart as she recapped in her head what had just happened a few moments ago. Leonardo, Raphael and Michelangelo had just escaped with the Heart of Tengu, the ominous pendent that controlled the Foot Mystic's power.

"Those turtles…THOSE DAMN TURTLES!" she cursed. She had taken note of the final warning Leonardo had given to her to stay away from his family. She had listened and for months she had left the turtles at peace and gone about her own business; and this is how they would repay her? By coming to find her, breaking into her Foot headquarters and stealing…FROM HER!

'_So much for your honour, Leonardo' _she thought as she gritted her teeth. She remembered how Leo had fled with the other two instead of facing her like a true warrior. Then it occurred to her that Donatello was not with them, although it was very likely that he was piloting the helicopter; or perhaps he doing some other sort of technologically savvy act to help his brothers steal from her. Either way it did not matter, the turtles and there rodent sensei, as well as there human friends, where all cowardly thieves. Hate flowed through her blood and rage churned within her and began to pulse though every cell of her body, Karai felt like she was going to explode. She had put trust in the turtles, trust that it was over, and that they would not seek out or come after her, but they had stabbed her in the back. Well she would not make the same foolish mistake again, she could take no more. The turtles had been sapping the life out of the Foot for years, making her look like a fool many times and getting her father exiled by the Utroms, to some ice planet in a diffrent galaxy. Then after things had finally settled down they had the audacity to come take an item of indescribable importance while her guard was down. This was the last straw, the turtles would have to be punished for what they did to her, and to her father; they had to be.

"And they will pay" she muttered to herself until she could hold it in no longer.

"I WILL KILL THOSE LOATHSOME TURTLES!" she screamed as thunder boomed around her and lightning flashed through the sky.

She thought of what she was going to do, she was going to find the turtles destroy everything they cared about, and this time she would make damn well sure there would be no mistakes; or survivors. She was going to grab them by the throats, hear them gasp for air…. and…. And then another thought flashed through her mind, one that scared her, the turtles had the Heart of Tengu. They technically now had control over the Foot Mystic's power. Although she doubted they knew that secret, but maybe they knew someone who did. Then she thought of another angle, what if the turtles damaged the Heart of Tengu or somehow destroyed it? It could bring catastrophic effects back on her; she had to get it back! Karai turned around and spoke to the four grey armoured, red caped Foot Elite.

"Get a hold of the scouts; I want to know which way their copter is heading"

"Already done" replied the Elite with the twin bladed sword. "The scouts spotted there copter leaving the city, they have a lock on it". Their tracker says it is heading west"

Confused Karai turned back to the window, sure they would flee but if they were leaving the city where would they be going?

"What are you up to Leonardo?" she muttered to herself before turning back to the Elite Guards. "Scramble a task force, I want two squads of ninja and a Shrednaught loaded on a drop ship in ten minutes! Also, get Dr. Chaplin to get a squad of our new; and _technologically advanced _Foot Mechs put on board. And Hurry up" she barked

"We have some thieves to behead!"

The four Elites bowed in unison before disappearing, leaving Karai alone in the wrecked, and rubble ridden room.

It had been a long journey but the three turtles had finally made it to Nevada. Leo gestured to Casey and April to stay in the copter as he and his brothers exited and headed into Bishop's base underneath Area 51. As they approached the door they were all thinking the same thing. _'Did Bishop have a cure to Don's new mutation, or was it all a_ _set up?' _All three of them were ready to do whatever it took to get their brother better again, even if it meant fighting Bishop and his men to the end. The front door opened and the turtles walked cautiously into a hanger which was occupied by a few of Bishop's black armoured commandos who seemed to be busy sorting through gear. The three turtles hesitated but knew that had nothing to fear as they proceeded. Then there gaze was dawn to the far end of the hanger. There the turtles could see two figures; one was their beloved master and father, Splinter; the other… Agent Bishop.

"My sons" Splinter called happily as he left Bishop's side to join them. "Bishop and Leatherhead have devised a cure for Donatello"

The turtles stopped when they reached their rat father, giving him a quick hug before turning there attention to Bishop.

"Hand over the item" Bishop ordered, his voice smooth and confident then his voice shifted to an almost mocking tone "Then you can get your dear brother back"

Leo looked at Splinter who nodded. Leo clenched his teeth, this did not sit well with him, but he trusted his father's judgement. Leo then nodded to Mikey, who after a short hesitation stepped forward with the Heart of Tengu in hand. He took several paces before stopping and tossing the pendent to Bishop, who caught it quickly. Bishop held the talisman in his hand for a few moments awing at it. Tension rose as the turtles and Splinter nervously awaited Bishop's next move. They all jumped when an alarm went off and a sudden static could be heard over the load speakers

"Base destruct initiated" a high pitched computer voice called through the loud speakers "Start evacuation procedure"

"This base has been compromised by your presence" Bishop informed them "You have fifteen minutes to collect your brother and vacate the premises". Bishop turned around and smiled "Pleasure doing business with you" he snickered as he ran down a vertically slanted hallway which sealed shut behind him by a large metal door.

The three turtles and Splinter breathed out a sigh of relieve as commandos ran in all directions. They looked at Splinter, who gestured to his sons to follow him.

Meanwhile in the lab, Leatherhead had piped the cure into the large tank which held the large unrecognizable, mutant Donatello.

"Leatherhead how's Donnie?" Leo called as him and the others rushed into the lab.

Mutated Don started banging on the thick see through wall of his pod as gas engulfed him. Leatherhead stepped back as the pod door opened and a blinding wall of gas clouded everyone's view. Everyone held there breath nervously as the cloud started to dissipate. Then out the pod stepped Donatello, the original Donatello, the cured Donatello! They all stood and awe as Don rubbed his eyes, after realizing he was not wearing his mask he looked at his family and mutant crocodile friend

"Hey guys" Don said weakly "What's up? No sooner had he finished his sentence that his legs started to buckle. Leatherhead rushed over to catch him

"I have you, my friend" Leatherhead said as he caught Don in his arms

Everyone gathered around in a group hug and welcomed Don back to the world. After the short reunion it was Mikey who was first to speak as he unburied his face from underneath Don's chin

"Come on Donnie, let's get you home" he chirped happily as Leatherhead began to help Don walk towards the exit.

"April, Casey" Leo called through a small mic he had pulled out of his belt. "Get the copter ready, we got Don"

"Leo!" she replied back franticly "I have picked up a flying object that just flew over us, it landed on the other side of the base"

"Maybe it is just one of Bishop's transports" Leo suggested

"I don't think so" April continued "You guys should get out of there now"

"April are you sure its not….." but Leo was interrupted when an explosion rocked the base, suddenly a whole was blown through a nearby wall, sending the turtles, splinter and Leatherhead tumbling to the floor.

They all groaned as they glanced up at the newly made entranced. Then through the dust and smoke emerged several robots which resembled that of the old Foot Mechs. However instead of being bulky with a grey and light blue pattern; these ones where more sleek with grey and navy blue armour, orange slanted eyes and a large red foot symbol on the chest. They were then followed up by about a dozen foot ninja, who drew their weapons upon spotting the turtles.

"The Foot" Raph spat as he and Leo helped each other to there feet. "This is great, just great" his sarcasm apparent as he drew his sais and twirled them in his hands.

The Foot Mechs pointed their arm cannons at the turtles, and fired…..


	2. Chapter 2

**Hope you enjoy chapter 2**

***Reviews would be appreciated***

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**Chapter 2: Foot Fight**

Everyone scattered as red lasers flew from the Foot Mech's arm cannons. The turtles and Splinter barely avoiding the lasers by jumping out of the way, while Leatherhead scooped up Don and made a mad dash for a stack of crates. He howled in pain as he felt several lasers make contact and burn his back, luckily his thick hide prevented him from sustaining serious injury. As he ducked behind the crates he set Don down.

"I got to help my brothers and Sensei" Don told him weakly as he found a long piece of piping and tried to stand.

"No" Leatherhead yelled as he pulled Don back. "You are too weak to fight, your brothers and father will be fine, you will help them by staying here".

Don sighed and put down the pipe. He then peered over the crates to see how the fight was going.

Leo lunged at one of the Foot Mechs; it fired at him but missed. Leo slid in quick and slashed at the robot furiously, leaving several deep lacerations which sparked and dripped with fluid, but the robot did not fall. Behind him Splinter could be seen surrounded by several Foot Ninja. The first one charged at him and with a swipe of his walking stick he knocked the sword from the ninja's hand, then with a second swipe the ninja went tumbling to the floor. A second ninja approached and swung his blade. Splinter rose up his stick to block the attack and followed it up with a roundhouse kick, which downed the second ninja. A third one ran at him from behind, but he could sense it. He jumped in the air and caught the third one with a back kick.

"Hai!" Mikey shouted as he dove at a Foot Mech. He smacked it a few times with his nunchakus before placing his hands on the robot's shoulders and thrust himself up into the air. As he came down he kicked the Foot Mech in the back using the momentum to propel himself forward where he did a mid air somersault and landed in front of a second mech. He landed a few hits with his nunchakus before the robot swung at him. He ducked to the side and hit it again with his weapon before delivering a side kick which knocked the Mech of its feet. Mikey smiled until he realized his dismay. The robot got back up, seeming unharmed.

"These things are tough, everybody watch your shells" he yelled to his brothers.

Raph dodged a laser and leapt towards a Foot Mech "I don't know about you guys" he yelled as he landed on the robot's head "But I've had enough of these tin cans for one day" Raph thrust his sai down in the of the Mech's throat, it stuck in and with all the strength he had Raph pushed the sai forward, prying off the Mech's head. He hopped off the headless robot as it fell to the ground and sparked. He then spotted another and charged.

Meanwhile underneath the floor Bishop was rushing to his secret escape rote. As he ran he heard explosions upstairs and wondered what was going on. He had no idea, and didn't care. All he knew was he had to get out of this base as quickly as possible. He glanced behind him to see if he was being followed. Seeing nothing he brought his gaze back to where he was going just in time to see a huge puff of white smoke erupt in front of him. Startled, Bishop took a few quick steps backwards before falling stumbling to the ground. He looked up and as the smoke cleared Bishop saw none other then the twin bladed member of the Foot Elite Guard. Bishop quickly got to his feet surprised.

'_What the….How?' _He thought as off to the side another puff of smoke erupted, revealing the Elite Guard with the trident. Bishop backed up slowly, only to jump forward when there was a sound and another flash of smoke. Bishop looked behind him and saw the battle axe and spear members poised and ready to strike.

"I'm guessing you're here for this" Bishop asked rhetorically as he held out the Heart of Tengu. Upon seeing the pendent the Elites started to advance. "Well I hate to be the bearer of bad news gentlemen" Bishop continued as he slipped the pendent around his neck confidently. "But you're going to have to return to you boss; _painfully _disappointed"

The Elites closed in on Bishop; the twin bladed one attacking first, swinging his weapon at Bishop, who jumped backwards to avoid the blow. Then the other three joined in. They swung and lunged at Bishop, but he kept dodging swiftly, throwing kicks to try and keep his attackers at bay. But they swarmed him and one of them disappeared. There was another puff of smoke behind him and as he went to dodge another sword attack he was hit from behind by the staff of the spear. He felt a sharp pain as he fell to the floor he tried to get back up but a fast kick sent him back down.

'_Looks like they have been trained better since the last time we fought' _Bishop thought. He looked up just in time to see an arm holding an axe descending upon him. He rolled out of the way just in time as the axe smashed the ground beside him. While still on the ground Bishop coiled his leg and unleashed a kick that sent the Elite flying. He then pushed him self back just in time as one end of the twin bladed sword missed him by inches and stabbed into the ground.

As Bishop got to his feet he looked up in time to see the trident and spear wielding Elite charging at him, one on each side with the intent of skewering him in the middle. But at the last second Bishop leaned back causing the two staffs to miss and cross over each other. And with that Bishop crossed his arms over and grabbed one of the staffs with each hand as he fell to the ground and pulled his hands together. This caused the two Elites to collide face first. But as Bishop hit the ground he held on to the staffs as he crossed his legs. He then released the staffs as he let his legs unfold, delivering a powerful kick with each leg to the chest of each Elite, sending them tumbling to the ground. He then did a back somersault to get to his feet, where he casually adjusted his black tie.

The twin bladed Elite slashed at Bishop, but Bishop ducked out of the way and kicked the Elite back. Next the axe Elite lunged at him; he parried the blow and redirected the Elite's arm so the axe was brought in front of his face just in time to block a slash to the head from a twin blade making a metallic clang as the weapons clashed. Bishop then pushed the axe hand down which pushed away the twin blade allowing Bishop to roundhouse the Elite off his feet. He then turned the axe Elite around and with a swift uppercut knocked him to the floor.

Bishop turned and saw the spear Elite thrust his staff towards him; he jumped back as the staff grazed the floor in front on him. Swiftly Bishop stomped his front leg down, pinning the staff to the ground. Then in one fluent motion he jumped up, pinning the staff with his other foot while raising the front one and delivering a hard side kick, sending the Elite flying into the wall.

Bishop picked up the fallen Elite's staff and turned to face the remaining three. The trident and battle axe members got to back up and came first, but Bishop used his newfound weapon to quickly disarm his opponents before batting them to the side. The Twin Bladed one disappeared and quickly reappeared behind Bishop. It brought its weapon down fast but Bishop was able to raise the spear above his head just in time he jumped back as the Elite attacked again, this time it slashed stronger, knocking the spear from Bishop's hands. The Elite twirled his twin blade in his hand before he sprinted at Bishop and slashing quickly several times, but Bishop rolled out of the way rebounded with a jumping kick to the face that sent the Elite crumbling to the floor.

~Back to the Turtles~

Leo dodged another laser from the Mech he was fighting, he then dove in, but a kick from the surprising fast robot knocked Leo to the ground. It placed its cannon against Leo's temple, but just as it fired Leo reacted lightning fast bringing his swords up in an X formation trapping the robot's arm and wrenching it away from his head. The laser blast flew out just missing Leo's face; it continued on until it hit the Mech Raph was fighting. Raph stumbled back as the robot exploded into tiny shards.

"Hey, watch where ya aiming that thing Fearless" Raph called.

"You're welcome" Leo called back sarcastically as he jumped back and put his swords in an X formation again, but this time he swiped then across in a fluent motion severing the Mech's arm.

"Base self destruct in ten minutes" the computer voice called over the loud speakers as Leo slashed the Mech again.

"We have to get out of here guys" Leo called before jumping in the air and cutting off the Mech's head. It collapsed to the ground in a sparking heap.

~Back to Bishop~

Bishop looked around at the defeated Elites. He smiled at his handy work as he took the Heart of Tengu in his hand. He popped the collar of his black suit and proceeded to work out some of the wrinkles. He turned to leave but was halted when a hole was blown through a nearby wall. He shielded his face as dust and debris flew everywhere. When the smoke cleared Bishop looked to see six Foot Ninja march through the hole.

"You Foot just don't get the message do you?" Bishop mused as he pushed up his glasses before running over to the Foot Ninja. He performed a large leap before landing in the middle of them; it took Bishop very little effort to dispatch of the Foot Ninjas with a series of roundhouse kicks.

'_This is too easy' _Bishop thought to himself. He stayed alert and sure enough, as he roundhouse kicked the last ninja into a heap: out of the shadows came Karai in her full Shredder armour. She raised her gauntlet blades as she loomed behind Bishop. Bishop noticed her in the corner of his eye and jumped to the side as she swiped down, the blade missing him by half an inch.

"I see the tactics don't change with the costume" Bishop said as he jumped back and dodged another blow.

"You're fast" Karai claimed, her voice echoing from inside her helmet. She threw several more mad swings before sneaking in a fast side kick. This caught Bishop off guard, who grunted as he went flying and hit the wall hard. He laid there dazed.

"But not fast enough it seems" Karai snickered coldly as she walked over to him. As she neared him she noticed the Heart of Tengu lying on the ground a few feet in front of him.

"Ahh the mystical Heart of Tengu is mine once again" Karai exclaimed as she picked up the pendent"

From his sitting position Bishop looked up just in time to see the Elite Guards appear around Karai. She tossed the Heart of Tengu to the twin bladed member.

"Take this" she ordered as the Elite caught the pendent. "Get it back to the transport and prepare for take-off, ill finish off this worthless thief"

"No!" Bishop cried as the Elites disappeared. He got to his feet and stared at Karai.

"And now Bishop, I will show you the penalty for stealing!" she yelled before charging at Bishop"….

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**Bishop vs Karai NEXT CHAPTER! Also...From here on I will be updating approximately every 3-4 days (hopefully).**


	3. Chapter 3

**Heres chapter 3!**

**This chapter took quite a bit of work, I tired cutting down the fight scenes but it just dident feel right**

**Thankyou to all those who reviewed/followed/favorited my story, Much appreciated :)**

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**Chapter 3: Karai vs. Bishop**

Karai slashed at Bishop, who jumped back and barely avoided losing his head. But Karai was surprisingly fast and hit Bishop with her second strike. He fell to the ground.

'_She's faster then I thought, ill have to be careful' _Bishop warned himself as he got back to his feet.

He lunged at her, ducking a slash and delivering a hard roundhouse kick. It drove Karai back, but her amour seemed to keep her from sustaining any serious damage from the blow. Karai knew she was going to be at the top of her game. Fighting Bishop meant making mistakes a luxury that she could not have.

Bishop lunged in again throwing another kick, which Karai blocked by bringing her arms to the side. She then pushed Bishop back before lashing out quickly with a backhanded slash. It caught Bishop, who stumbled back in surprise. He looked down at his suit which now had two right angled slash marks by his heart; but fortunately they had not gone deep enough to piece the skin. He frowned at his ruined suit before lunging at Karai.

"That was a good suit" Bishop stated as he kicked her. Karai stumbled back before slashing at Bishop again, but he managed to avoid the blow. He then blocked a back hand strike before Karai kicked him, it drove him back several paces.

"Why did you steal the pendent from me?" Karai cried out as she slashed at Bishop.

"It contained valuable information that I wanted" Bishop snapped as he ducked

"Do you not know what you could have unleashed if you tampered with it?" Karai asked angrily as she slashed again.

"No idea," Bishop answered as he dodged once more, delivering a series of kicks.

"Not that I would have cared anyway" he mused before Karai blocked his last kick and retaliated with a punch to the face followed up by a hard kick with blasted Bishop in the chest and sent him back and tumbling to the ground.

He looked up in time to see Karai flying at him blades first; He rolled to the side just in time as Karai's blades scraped the ground where he would have been. She recovered and dove again. Bishop was not able to react fast enough and was tacked to the ground by Karai. They rolled until they were no more then two feet from the wall. Karai managed to get on top Bishop and forced her right forearm to his throat, pinning him down. Then she raised her left arm to bring her gauntlet blades down on Bishop's head. Bishop knew he had to act fast. He looked up and noticed a grate at the end of a vent which was within arms reach. His arms shot up as he grabbed a hold of it. Karai brought her blades down just as Bishop pulled the gate off the vent. Bishop brought the grate in front of his face just in time as it collided with Karai's blades. Although the blades went through the holes in the grate, it was able to stop her hand from going any further.

Bishop looked at the blades which were just inches from his face as Karai took used her other hand to push down, with the hopes of impaling him.

"And how did you convince the turtles to steal for you," Karai asked as she pressed down.

"That was just pure convince," Bishop grunted as he pushed up to keep the blades above his face.

"There brother was mutated due to the by product of one of my experiments, they came to me for help, and I gave them a cure in exchange for there service"

"How noble" Karai joked as she pressed down harder, Bishop could feel the tips of the blades touch his face.

"Let me send you my personal thank you for allowing me the full pleasure off finishing all of them off myself, too bad you won't be around to see it"

Luckily Bishop was stronger and pulled the grate to the side, and with Karai's blades stuck in the grate they were moved to the side too. This allowed Bishop enough room to bring his knee up to push Karai off of him. As she stood up she was met with a strike from the grate, which she took off the side of the head. Karai stumbled back dazed but thanks to her helmet, was not knocked unconscious. Bishop ran at her and swung the grate again but this time Karai grabbed it and tried to push him back. But Bishop rolled backwards before jumping into the air and performing a mid-air spinning side kick. The kick connected with the gate Karai was holding and sent it flying back into her face. She fell to the ground and as anger flared inside of her she watched Bishop land gracefully on his feet.

~Back to the Turtles~

"We need to get out of here, fast!" Leo yelled as he slashed at a Mech before dodging a laser blast.

"Tell me something I don't know" Raph yelled back as he roundhoused a Foot Ninja. He then ran over to the help Leo He dove at the Mech and stuck his sai into the end of its cannon, it sparked as it short circuited. Raph and Leo jumped in to finish the robot, but halted quickly when three saws emerged from the Mech's other arm.

Leatherhead watched the battle keenly from behind the crates but his focus was diverted by the sudden speaking of Donatello.

"Leatherhead, we need to find an exit" Don pleaded. "Or we will never make it out in time"

"I will find an exit" Leatherhead replied. "Just as soon as I am sure you will be safe" he then peered over the crates again to see that Mikey had joined Splinter in fighting a group of Foot Ninja.

Splinter kicked one to the floor while Mikey batted three to the side with his nunchakus. But then Leatherhead saw two Mechs by a nearby door raise their cannons in the direction of Splinter and Mikey, who had their, backs turned. Leatherhead jumped over the crates and roared as he bolted towards the Mechs. Upon hearing the thunderous roar, the robots turned their attention to the giant mutant crocodile charging towards them. They were only able to squeeze of one shot before Leatherhead dropped his shoulder and rammed them as hard as he could. The impact was so immense it knocked the steel door off its frame and everyone watched as the door hit the ground with clang, followed by two flattened sparking Mechs.

"Awesome hit Leatherhead!" Mikey exclaimed as he front kicked the last Foot Ninja. "Ill remember to call you next time Raph and Casey challenge me to a game of football"

"Mikey can we focus less on sports and more on gettin' the shell outta here" Raph yelled as he dodged a blow from the last Mech him and Leo were fighting. He rolled in and stuck his remaining sai into the Mech's chest while Leo jumped in with his katanas and severed the saw arm. Raph then pulled his other side from the cannon arm before hopping onto the Mech and shoving both his sais into either side of the robot's head. Leo then chopped off the legs as Raph jumped off the Mech, it crumpled to the ground and exploded.

"My sons" Splinter called to them. "Let us leave this place now" Mikey brought Don to Leatherhead as they ran out the door, with Leo, Raph, and Splinter close behind.

~Back to Bishop~

Bishop picked up the grate again and began to advance towards Karai. But this time she was ready, and as Bishop got into range she arched her back towards him and pressed a small button on her left wrist. With that, a chain flew from a device on her back and wrapped around the grate Bishop was holding. He was caught by surprise and was unable to keep hold of the grate as Karai tugged hard on the chain. It flew from his hands and tumbled on the ground before landing in the corner.

Karai then pressed the same button again which caused the plate of armour on her lower back to open up as the other end of the chain emerged, this end having a sharp blade on the end of a hooked handle. It fell gracefully into Karai right hand and with a quick tug, disconnected the chain from the device on her back. She quickly fumbled with the chain evening the slack between both her hands. She then twirled the chain in her left hand as Bishop advanced, and when he tried to get close she lashed out with the chain. Bishop jumped to the side as the chain smashed the ground with a loud clank. He would try again, but was kept at bay by Karai and her chain.

Karai then swung her chain like a whip, it wrapped around Bishop's arm, she then pulled as hard as she could. He was pulled towards her and she caught him with a strong front kick. It drove him back and he grunted slightly as he felt the impact course through his body. Karai would pull again, but this time Bishop knew it was coming. He used the momentum to his advantage as he did a quick, but graceful diving roll towards Karai. Before she could react he was in front of her, he raised his knee and struck the hand holding the hooked handle of the chain as hard as he could. The strength of his strike caused the handle to fly out of Karai's hand; it flew into the air and wrapped around the rafters of the ceiling.

Bishop then leaped into the hair and grabbed hold of the chain which now dangled in the air just above his head. It held his weight and he quickly placed his feet on Karai's shoulders and pushed her backwards before bringing them together and dropkicking her in the face. She tumbled backwards and fell to the ground. As she got to her feet slowly Bishop swung on the chain repeatedly as each swing brought him closer to the wall by the third swing his feet touched the wall. He pushed off as hard as he could and was propelled towards Karai who had just got to her feet. As she looked up she was greeted by a side kick from the Tarzan-swinging Bishop.

She flew backwards and sprawled out on the floor, rolling over slowly as her anger increasing. Bishop slid off the chain and smiled, he had Karai right where he wanted her. She got to her feet as Bishop sprinted towards her, she yelled as her thrust her blades at Bishop who casually dodged by sliding on the floor between her feet. Before she could turn around he delivered a hard side kick to her leg. This brought Karai down to one knee as Bishop forced her arms behind her back.

"Shall we dance?" he said mockingly as he brought Karai to her feet and forced her to take a step forward

"Not if I kill you!" Karai yelled out as she managed to brake free of Bishop's grip and elbow him in the chest. She followed it up with a punch that missed, and then a slash which Bishop hopped out of the way to avoid, causing his glasses to fall of his face. He caught them in mid air as he kicked Karai back. He then casually placed his glasses back on as Karai advanced again.

Karai threw another punch, which Bishop caught it with ease. Karai was then surprised when he spun into her like a dancer; with his back now to her he pulled her arm over his shoulder and popped his hips.

"Oh, and don't be worried if my pace is too fast my dear" he said as Karai was tossed over onto the ground. With her on the ground Bishop then grabbed both her wrists and began to swing her around. At first her feet dragged on the ground, but by the third rotation her feet had left the ground and she was held suspended in the air as she was spun around.

"I'm sure you will get into the swing of things" Bishop chuckled, and with that he let go of her wrists. Karai cried out as she flew threw across the room. Then with a loud smash she collided with the wall, Karai groaned as she felt the air driven from her lungs. Due to the impact a large series of cracks could be seen in the wall as she slid down to the floor, landing in a heap. Bishop turned, and went to leave.

"No!" Karai cried out weakly as she tried to stand.

Knowing she would never get to her feet fast enough to stop Bishop, she pushed a button on her belt. Bishop was almost to the door, when he was suddenly knocked to the ground by a large explosion. It made a bigger whole in the wall where the first one was and the black and red legs of some giant being could be seen through the hole. Bishop looked up as one last explosion caused the entire wall to give away, filling the room with a cloud of dust. Bishop got to his feet and looked around the room, then as the dust cleared the figure of a giant four armed Mech known as a Shrednaught appeared as it stepped into the now debris filled room.

Through the red glass of the control center in the Mech, the Foot scientist looked around, and soon found his target. The two arms, with machine guns pointed at him and fired. The first blast of bullets cut Bishop off from leaving while the second was used to try and shred him to pieces. Bishop dashed the opposite way as bullets flew past his head and chewed up the ground at his heels. He was so busy running for his life Bishop did not notice Karai had got to her feet; she made a mad dash for him. She intercepted him and slid to trip him, she made contact and Bishop flew head over heals and rolled across the floor. Karai ran over to Bishop as he got to his feet. She smashed him with a knee to the gut, which folded him like a piece of paper; she then struck him in the back of the head with her forearm. This brought Bishop to his knees, as Karai quickly kicked him as hard as she could. He skidded back and lay on the ground.

"Base destruct sequence in five minutes" the crackly voice on the loud speakers boomed

Not wanting to waist any time Karai looked up at The Shrednaught.

"Finish him!" she yelled out.

The Shrednaught aimed its guns at downed Bishop. Suddenly the large Mech was hit from a rocket; a piece of armour fell off as it was hit from another rocket. Karai looked behind the robot in surprise as she saw down the hall several of Bishop's black armoured commandoes had fired upon the robot.

"Protect Agent Bishop!" yelled the lead commando as they launched another four more rockets at the Mech. It sparked and slowly fell to the ground, which shook the whole room. The commandoes ran towards the fallen Shrednaught and fired more rockets, the Mech exploded.

"You minor annoyances think you can stop me?" Karai yelled as she ran towards the commandoes. They fired a rocket at her, which she dove out of the way to avoid before dashing up and slashing the first commando. He cried out as he fell to the ground. She kicked the next one in the head sending him to the ground, as she slashed the guns out of the last two. She slashed the one to the side, before plunging her blades into the last one. The commando groaned and fell to the ground, Karai pulled out her blades; which now had a bit of blood on them. With Karai distracted Bishop thought it would be a good time to leave, the base was going to explode in a few minutes.

"Hate to leave on such short notice" Bishop called out as he ran towards the door, "But I have a plane to catch." With that Bishop ran threw the open door which closed behind him. Karai up to the door and tired to open it, it would not budge.

"No, no!" Karai yelled as she banged on the door. But it was hopeless, Bishop had escaped and she in no way had time to try and find him. She kicked the door in anger as she turned around at ran out of the war torn room.

~Back to the Turtles~

"Let's Go!" Leo yelled as the turtles, Splinter, and Leatherhead ran out the hanger of Bishop's base and piled into the copter. The copter took off and began to gain altitude. They all looked out the window as Bishop's base exploded into a ball of fire. They were all thinking the same thing

'_What happened to the Foot, and did Bishop make it out?' _But all in all, none of them really cared, they were just happy to have Donatello back.

"Hope you guys didn't go threw to much trouble for me" Don said weakly, breaking everyone's train of thought

"Naww" Mikey said as he laughed, "It was no trouble at all bro" and with that all the turtles moved in to embrace there brother.

* * *

A few hours later, Bishop was sitting in his backup base at an unknown location. He was in a brightly lit lab with Baxter Stockman, who was now just a skinny robot.

"I had it Stockman; I had it in my hand." Bishop said as he pounded his fist on the desk.

Suddenly on a large screen a bluish hooded figure appeared. It had contacted Bishop several days ago and was the one who convinced Bishop to try to steal the Heart of Tengu.

"Did you retrieve the pendent Agent Bishop?" the figure asked

"I had it," Bishop said before turning his head away from the screen slightly. "Then I lost it."

"I see", the figure replied. "That's unfortunate, we will plan this operation further later," the figured continued, sounding hasty. "But now, we must go" and with that, the figure disappeared from the screen. Bishop looked on puzzled

'_Why does it keep referring to it self as we? Must be a group of some sort, but who are they? And what is there interest in Karai's pendent?'_

Inside a dark stone room, the hooded figure looked on a Bishop from a green pool. Suddenly the figure shape shifted in to none other then, the Water Foot Mystic.

"My brothers," he called as he turned away from the pool to the other Mystics behind him. "It seems, Agent Bishop was unable to recover the Heart of Tengu"

"And with that goes our chance at freedom" the Fire Mystic stated, his voice high sounding,

"We were so close, we must re-think a plan, and think fast" the Metal Mystic exclaimed as his edgy voice cut the air

"No doubt Karai has discovered our plan" the Wind Mystic said, his voice raspy

"She will be furious" the low and gruff voice of the Earth Mystic said as he materialized from the floor. He was about to say more, when he was interrupted by a door flying open, allowing light to flood into the barley lit room.

"How dare you!" Karai yelled at the top of her lungs as he stomped in.

"Oh, ow" the Earth Mystic muttered as Karai made her way over to them

"I know you are behind this, do not even attempt to tell me different relics!" She held out the Heart of Tengu, "You were trying to find a way to get free."

"Yes," the Fire Mystic said to her, "So we would be free of your retched rule"

"Oh, what a disaster it would be if were able to take a stroll once in a while, and live at our own free will" the Wind Mystic said, his voice heavy with sarcasm

"As you well know," Karai ranted, "As long as the Heart of Tengu stays in my possession you are at my mercy; I could punish you for this" she threatened, but then her voice calmed.

"But I realize now that my arrogance is what got me into this predicament in the first place"

"So I'm willing to put my pride aside and give you some leeway and respect, but in return I want obedience and your help with something"

The Mystics were surprised, lately it was not like Karai to maintain self control, she was even worse then her father who had at least shown them some respect. An opportunity for some slack meant no punishment and the possiblility for another chance to escape, so it was at least worth they're while to hear her out. They looked at each other and nodded before the Water Mystic spoke.

"Which is?" he inquired

"A plan," a small smile appearing as she continued. "A plan that I cannot execute alone, I require the use of you abilities so I can get some _outside _help. The end result will be the destruction of the turtles, they will perish when the full wrath of the Shredder is brought upon them," she laughed

"With your _assistance_, nothing will stop us. Now are you ready to get to work?"

"Yes Mistress" the Mystics said in unison as Karai began to explain her plan

* * *

**What is Karai's plan? It will revealed in time ;) Well I hope you enjoyed chapter 3. Again reviews would be much appreciated**


	4. Chapter 4

**This chapter is a bit of a break from all the action scenes, added some nice family moments... Now Lets see how long the turtles can stay out of trouble.**

**And thank you to all new followers and those who keep following, it is much appreciated :)**

* * *

**Chapter 4: Back to Normal, Yeah Right**

It had been two weeks since Don had been cured; he sat in the new lair that had been made under the abandoned reservoir pump station. He watched as his three brothers tried to arrange furniture.

"A little to the left" Mikey called out as Leo and Raph were moving a large cabinet in the corner

"Now to the right" Mikey called. "That's too far, back to the left"

Don just sat on a chair in what was going to become the kitchen, he laughed at his brothers, and he suddenly became warm as he remembered how they had treated him when they first got back from Bishop's base. They embraced him, hugged him like he had never been hugged before, they got food for him, tucked him in. He remembered his first night back, when he everybody had gone to bed and was just dosing off, when he was awoken by the sound of foot steps….

_(Flashback)_

"_Donnie, hope I didn't wake you"_

_Don looked up from his cot on the floor and into the face of his younger brother_

"_No Mikey, you didn't wake me" he whispered, "I Thought you went to bed"_

"_I did," Mikey replied, "But then I couldn't sleep, I just wanted to talk to you"_

"_At one point I was almost sure we lost you bro," he continued. "I just don't know what we would have done without you, what I would have done without you. I'm so glad your back with us, and not a giant creature that's trying to eat me". Through the dark Don thought he saw his brother's eyes start to look wet from emotion._

"_I'm sorry Mikey", Don replied feeling ashamed, "I don't remember any of it happing"_

"_You don't need to apologize!" Mikey stated, "It wasn't your fault dude, it was Bishop and his aliens."_

'_Thank you," Don said as he too felt a rush of emotion, he hugged his younger brother tightly for a few moments before reluctantly breaking the embrace._

"_Now we have had a long day Mikey and we have work to do tomorrow, so I need my sleep, as do you"_

'_Your right" Mikey sighed. "Goodnight Donnie"_

'_Goodnight" Don replied back before closing his eyes. _

_Mikey got up and headed back to his room with a smile on his face. He was happy to have Don back and that for the first time in several nights, he was going to get a good sleep because, he knew his older brother was at home safe and sound. _

_(Flashback ends)_

"A little more to the left," Mikey called out

"Why do you have to be so picky?" Raph exclaimed as it was evident that he was starting to get annoyed with Mikey.

With that Don was greeted with another flashback, he had been home for a few days, it was the afternoon and he was sitting on an old, worn blue sofa….

_(Flashback)_

_He was just getting up off the couch as Raph came into the room_

"_Yo Donnie," he called out. "What do ya need? Ill get it"_

"_No need Raph, ill be ok" Don reassured him._

"_Don't, no need me; Donnie" Raph replied sharply, but calmly "Sit down an' don't you dare move a muscle, tell me what ya need and ill get it"_

"_That box of tools and left over gear from the other lair" Don said as he pointed to a large box in the corner._

_Raph walked over and picked up the large box, he brought it over to Don and set it on his brother's lap before sitting down on the couch beside him._

"_Thanks Raph" he said as he took a small gadget out the box and began to fiddle with it._

"_Anytime," Raph replied casually before sighing,_

"_Ahh….bro, you," he stuttered before taking a deep breath "Ya really had me worried there a few days ago…and well, I'm glad your back, and I'm not sure what we would have done without ya brainy-ack."_

"_Are you being open with you emotions Raph?" Don joked _

"_Yea" Raph confessed, "But don't get used to it" he continued as he went to give his brother a playful punch in the shoulder, but he stopped himself and instead put his hand on Don's shoulder._

"_Seriously tho, I'm glad your back bro," And with that Raph got off the couch and left_

_(Flashback ends) _

"Now move it bit more to the left" Mikey tilted his head and looked at the display, "Ok now turn it and move it across."

Raph and Leo turned it and moved a bit, but it still was not where there brother wanted it.

"Across", Mikey called out again as they moved it, "Across!" he said again, this time loudly.

Raph was had taken about all he wanted to hear from his brother, he gestured at Leo to put down the cabinet before shaking his fist in the air.

"Ill give ya a cross Mikey, a cross to the jaw" Raph called out as he made a punching motion in the air.

"Alright guys settle down," Leo commanded calmly.

"Lets just try to relax and celebrate that things are finally starting to get back to normal"

"Yeah!" Mikey cried out as he dashed to the couch in front of an old TV he had found at the dump. He tired to turn it on, but the screen stayed black

"Awww," he whined, "It was working yesterday, what happened?"

"I was fiddling with some power cords last night," Don called from where he sat,

"I probably disconnected the power to that room, ill go reset the panel" and with that he got up and grabbed his tool box before heading down a dark hallway.

"Ill go with you," Leo said and with that he followed Don.

"Could you hold the flashlight for me?" Don asked him as he turned around to face the wall.

"Sure," Leo replied. He took it from Don and flicked it on.

Don was now crouched down and removed the front of the panel gingerly off the wall, he set it down beside him. Don said nothing as he waited for Leo to say more, Don knew Leo had came with him for a reason; he was the only one who had not said much since his return. Something was bothering him, but Don wasn't sure what it was

"Hey Don," Leo said awkwardly, "I have been wanting to say something for a while now, I just wasn't sure how I wanted to say it"

"I'm all ears Leo," Don replied as he stopped working for a moment

"Well I just want to let you know that words can not describe how happy I am to have you back, but I also want to let you know that I'm sorry"

"Sorry?" Don replied surprised, "What are you sorry about?"

"I'm sorry about what happened," Leo replied, "I just feel that… I don't know, maybe if I had done something differently, been a better leader, what happened to you could have been prevented" he confessed.

"Leo, you of all people have nothing to be sorry about, there is nothing you could have done to stop me from mutating," Don stated, "and besides," He continued,

"It was your idea to seek out Bishop, if it wasn't for you I probably would have never gotten cured and I would be stuck as a monster forever"

"Thank you," Leo said softly as he embraced his brother in a hug.

"No, Thank you Leo," Don said as he let go of his eldest brother and went back to his work.

"Now let's get the power back on," Don said as he re-arranged a few wires and flipped a switch.

There heard the TV switch on and Mikey holler with joy. With the job done, Don the front of the panel back on, and the two turtles headed back out to the cluttered, dirty living room.

"Time to watch my favourite super hero movie" Mikey yelled, "The Justice Force Returns"

"No way Mikey," Raph yelled out, "Deres a big football game on next and I don't wanna miss it"

"Well tough luck," Mikey laughed, "I didn't ask you, besides, I called the controller first"

'Oh you'll be askin' me in a minute Mikey; askin' for mercy" he yelled as he tried to grab the controller from him brother and tackled him off the couch.

"My sons," Splinter called to them, Mikey and Raph stopped rolling immediately and looked up at there father as he spoke.

"Perhaps it would be better if you all went for some fresh air,"

"I agree," Don called out as him and Leo came into the living room, "I have done nothing but sit around for two weeks, I'm fine and I have had plenty of rest. So there is not a chance of any sort of relapse."

"Sounds good to me," Leo said, "Come on guys, lets go"

Soon the four brothers were topside and happily running roof top to roof top, jumping, laughing, and playing happily in the night; it was the most fun they all had in a long time. But as they rounded the next building, Leo who was in front: came to a dead stop.

"What's goin' on Leo?" Raph asked as him, Mikey and Don stopped behind their brother.

"Look," Leo said as he pointed across to the next building. They all ducked down and looked on as the four members of the Foot Elite Guard ran swiftly across a nearby roof top and down its fire escape to the ally way.

"Let's go check it out," Leo said cautiously

Soon the Turtles had hopped down from the rooftops and were outside the alleyway. They poked there heads around to see what was going on, what they saw were the members of the Foot Elite talking to some strange unknown figure who was hidden by the darkness.

"You're late," the male voice of the dark figure stated impatiently

"You dare to criticize us," the twin bladed Elite retorted.

"Besides, we had to take special care to secure what you requested," he revealed a black briefcase from behind his red cape and handed it off into the darkness.

"Looks like some sort of deal is going down," Mikey whispered as the turtles watched from there hiding spots.

"Now do you have what we requested?" asked the trident wielding Elite

"Of course," answered the dark shape and from the shadows a dark brown briefcase was tossed into the twin bladed Elite's hands.

"Now need to count it boys, take my word for it," the dark shape laughed as the Elite peered into the bag.

"For your sake I hope so," The spear axe wielding Elite sneered. "Our master does not take kindly to trickery"

"The dark shape said nothing and a short clicking sound was made as the hidden figure opened his briefcase and looked into it.

"Ahhh, just marvellous," he answered as he awed at what he saw. "You boys do good work. I will take as many as you got, and I will pay full price of course, an opportunity like this does not come often."

"Our master will be pleased to hear that," replied the Elite holding the spear, "We will meet back here in two hours with the rest," And with that the Elites turned to leave.

The turtles vanished just as the Elites came around the corner, who briefly surveyed the scene before fleeing to the roof tops and heading back towards Foot Tower.

"Let's get back to the lair and get Master Splinter," Leo said as he and his brothers gathered on the fire escape.

"If the Foot are up to something big we need to get to the bottom of it, and fast."

Two hours later the turtles and Splinter arrived on a rooftop by the alleyway. Don had brought some surveillance gear from the lair so they could get a good look at what was happening while staying hidden in the rooftops. They were just unpacking a few pairs of binoculars when a black truck drove down a far dark street and turned down an alleyway; the arrival of the truck was soon followed by the Foot Elites.

"We don't look now, but it looks like the party's about to begin" Raph called as he leaned on the edge of a railing, he then turned to Leo. "So what's the plan?"

Leo was about to speak, but remembering his place, he instead turned to his father. Splinter looked at his son and smiled before speaking,

"Donatello and I will try to get a closer look from the street," he said as he gestured in the direction of the alleyway. He then brought his sons attention to a nearby rooftop to the right of them.

"While I want you, Michelangelo, and Raphael to get a good vantage point from that rooftop." Leo nodded,

Alright guys lets go," he called as he turned and hopped to the next rooftop, quickly followed by Raph and Mikey

Meanwhile down in the alleyway the truck had parked in the end of the dark alleyway, the doors opened and several large men wearing dark blue uniforms with Foot emblems on them emerged from the truck. The Elite came down from the rooftop and landed gracefully beside the truck they looked to the darkness and saw the same figure they had met before. The twin bladed Elite turned to the men who had just gotten out of the truck.

"Begin unloading, but wait for our signal before taking it around back" he commanded. The men just bowed in response before the Elites turned and went towards the dark figure.

"Nice to see you fellas on time for a change," he joked before gesturing the Elites to follow him. "Now lets go inside and make the final arrangements, then you and your caped companions can have your money." Without objection the Elites followed the figure and disappeared into the shadows.

From the far rooftop Raph and Leo sat watching as Mikey crouched holding a pair of binoculars.

"Looks like something big is going on down there" Mikey exclaimed as he peered through the binoculars. "What do you think it is?"

"There plannin' a birthday party for there buddies " Raph remarked sarcastically as he rolled his eyes, "Your guess is as good as mine bro, now give me those" and with that Raph snatched the binoculars from his brother and took a look.

"Whoa" Raph said surprised as he saw a close up view of a dozen large black boxes being removed from the back of the truck. "Looks like a deal of some kind" Raph then handed the binoculars to his older brother.

"What do you think Leo?" Leo observed for a moment before speaking.

"Looks to me as if Karai has found a way to make some extra spending money

"How cute," Raph mocked, "Guess her allowance disappeared after her daddy got exiled"

Leo gave a quick smirk at Raph's joke before pulling out a small headset and placing it on his head.

"How's it look from your end Donnie?" he asked as he spoke into the mic.

"It is defiantly some sort of deal, and considering it's the Foot, my guess would be high tech weaponry of some kind" Don replied, "I'm going to see if I can get a better angle."

Don pulled out a special pair of binoculars and turned the X-Ray setting on, he then took off his head set and replaced it with a larger headset. He pulled out a small handheld device and plugged it into his headset before setting it on top of the trash bin. He looked through the binoculars and could see the a white screen and the black outlines of the men unloading the truck. He could also see seven men inside the nearby building; four of them of course, being the Foot Elites. He then pushed a button on his small device, it used a recording mechanism to scan the building and pick up the voices of the men talking inside.

"I'm impressed with what you got here," a smooth voice said

"These devices will defiantly be beneficial to our cause, very beneficial"

"Master Splinter, listen to this" Don whispered worriedly as he handed on side of the headset to his sensei

"Don't forget our deal", a gruff voice stated. The smooth voice came again

"Oh I am a man of my word, you will get your full pay upfront, and as promised the Foot will have our full support in their upcoming project"

"Upcoming project, that doesn't sound good" Don said nervously

"I believe you are right Donatello," Splinter replied

"One can only imagine the kind of people that the Foot could pick up as an alley, we must…" he stopped suddenly and sniffed the air cautiously

"What is it Master Splinter" asked Don, his sensei turned back to him with worry

"I sense we are not alone"

As the two looked up they saw a dozen Foot Ninja appear on the roof top above them. They tried to make their way for the nearest hiding spot but were intercepted when the Foot ninja slid down the fire escapes. Then several ninja came around the corner, blocking any chance of retreating from the narrow alley. They drew their weapons and advanced toward Don and Splinter.

Meanwhile Leo looked on through the binoculars, the boxes were all unloaded and the Elite had emerged from the shadows.

"Looks like there almost done" Leo said as Mikey and Raph came beside him. "Ill get a hold of Don and Master Splinter, then we can…" Leo suddenly sensed there was something not right. He turned around as out of no where Foot ninja popped up from the roof tops around them.

"Ambush!" Leo cried as he and his brothers drew there weapons. Dozens of Foot ninja sprang from the roof tops and formed a circle around the three. They were surrounded and went back to back, ready to take whatever the squad had to throw at them. But they were surprised when the ninjas did not attack, but stood and maintained there circle formation around the turtles. Then Leo looked up and saw a dark shape poised on the rooftop.

"Karai," Leo's voice hissed as the name passed threw his teeth. Karai then jumped from the rooftop and landed in front of the three turtles. As if it being a signal, the Foot ninja began to move in on the turtles.

"Back to normal he said," Mikey claimed sarcasticly, echoing what Leo had said back in the lair as the Foot ninja closed in.

"Back to normal, yeah right!"

* * *

**And BAM! were back to action again... Karai just cant seem to leave our heros alone. **


	5. Chapter 5

**This has been the hardest chapter to write so far, It is quite a heated battle, a battle that may change our heros forever...**

**And again, Thank you to all those who have been following my story :)**

***Reviews would be appreciated* **

* * *

**Chapter 5: Rooftop Battle**

"Foot ninja, destroy them!" Karai yelled as her ninjas ran at the turtles.

Leo, Raph and Mikey all leaped into the air and flipped over the ninjas.

The Foot ninjas then turned around and broke off into three groups, several Foot ninja made a dash for Leo while the rest split evenly and went after Raph and Mikey. Two Foot ninjas swung their swords at Raph, he raised his sais and caught the blades before flinging them from the ninja's hands. He then kicked them to the ground. The first ninja to dive at Mikey was downed by a side kick. Several more ran at him, Mikey swung his nunchucks and sent the ninjas to tumbling to the ground.

Leo parried several sword blows as he was attacked from all sides. He threw a front kicked and knocked the first Foot ninja down. This allowed him room to turn to the other two, who Leo quickly dispatched of using a series of roundhouse kicks. He turned around and came face to face with Karai, who was standing a mere fifteen feet from him. She drew her blade and cried out as she dashed toward him. He put away one katana and flipped the other so it was held backwards in his hand, he was prepared for battle.

Meanwhile in the alley, Splinter and Don were battling the foot ninja who had cornered them. Don used his bo staff to disarm two ninjas of their swords before batting them aside. Behind him Splinter blocked a blow with his walking stick before levelling the ninja with a huge swing of the stick. Two more Foot ninja ran at Splinter who took a few quick paces before jumping in the air and bouncing off the wall. He landed behind the two ninjas who turned around just in time to get a huge spin kick followed by a side kick which sent them flying back into the brick wall.

One ninja came at Don with a bo staff of his own, Don parried the blow and struck back. However his strike was countered with a block as well; the two staffs collided.

"We need to find your brothers" Splinter called as he side kicked another Foot ninja.

"Then we better get going" Don grunted as he ducked to avoid the strike to the head. He then used his bo staff to sweep the legs out from under the foot ninja, who fell to the ground. Don then flipped up onto a trash bin and with one swing of his bo staff, took out three foot ninja sitting on the fire escape. He then jumped on it and looked back as Splinter kicked the last foot ninja in the stomach before a strike to the head from his walking stick sent the ninja flying back into a garbage can. His sensei then joined him on the fire escape and they both headed for the roof.

Leo rolled out of the way as Karai swung her blade at his head; he quickly got up and slashed at Karai. They're swords collided with a metallic clang.

"I though I told you to stay away from my family" Leo shot as he went face to face with Karai "Guess I didn't make myself clear"

"I did stay away from you" Karai snapped as she pressed her sword towards Leo. "Then you decided to come and trespass in my home, and now I catch you here spying on my Foot ninja."

Karai shoved Leo back before taking another swing at his head with her red hilted sword. He stepped out of the way and delivered a slash of his own, which Karai parried as the swords clashed again. But this time Leo pushed up, forcing both swords to be held above their heads. With the free space Leo kicked Karai in the chest before a front kick to the face sent her flying back. Karai's helmet flew off and landed on the ground beside her.

"I know you're up to some sort of scheme Karai, and if it's any sort of trouble I will see personally that it is stopped"

"You don't know the half of it Leonardo, you have no idea" she called as she grabbed her helmet and threw it at Leo.

Leo slashed the incoming object out of the way as Karai got to her feet and charged towards him.

"What happened to the old Karai?" Leo asked as their swords crossed again, he hoped back as Karai threw a kick

"The one that fought with honour, the innocent alley who could be trusted?"

Karai slashed at him, he parried it and kicked her back before advancing.

"The one who said she could bring order, the smart girl with the potential for greatness, the one I had faith in?"

"You know nothing about me!" Karai yelled as she clashed swords with Leo again

"You have become so overwhelmed by anger and hatred, that you have lost yourself" Leo retorted.

"You have allowed yourself to be filled with such evil and vengeance; that you are now know nothing but dishonour and retaliation"

"Your one to talk!" Karai spat as her sword crossed Leo's

"You and your cowardly brothers are the ones who stole from me!"

"I'm sorry about that Karai, I really am" Leo apologized as he pushed Karai back"

"But we did it so save Don; he got mutated by a creature created by Bishop! We had to steal from you, it was the only way he would give us a cure! "

"I already know that" Karai replied bitterly

"I had a small chat with Bishop after retrieving my pendent." She continued as she advanced back towards Leo who stood there surprised

"You; You know?" Leo stuttered

"Then why do you seek revenge?" he asked as he slashed at Karai

"Because you never asked for my help!" she replied angrily

"Ask for your help?" Leo grunted,

"A few months ago you destroyed our beloved home, and tried to kill us? Why would I ask for your help?"

"That was out of rage for you exiling my father" Karai snapped

"I may be a vengeful daughter, but do you really see me as the kind of person who would abandon someone in a time of need? Someone who would ignore the cries for help from someone who needs help because a family member's life is a risk? As you know I grew up with out much of a family, I of all people understand the value of family." Karai continued

"Do you think I am some sort of heartless monster?" she yelled as she pushed Leo back

She did not advance; she wanted to let what she said sink in. Leo was caught off guard, he hated to admit it, but it had never occurred to him to ask Karai for help.

"I…" Leo was speechless

"If that is what you think of me Leonardo, then you deserve what's coming to you"

Leo just stood gaping at Karai, as a feeling of frustration overcame him. Karai was right; Leo would have never even considered Karai as the kind of person who would help them. Maybe he was wrong, maybe there still was a small part of good in her. But he had put it out with his stupidity. He hated the feeling that he could be wrong, that maybe, just maybe he had made a mistake.

He tried to take his mind off it as he briefly glanced around to see how his brothers were doing. Mikey sent a Foot ninja flying with a swing of a nunchuck before jumping and propelling him self over a ninja who ran towards him.

"What goes up…" He called as he flew threw the air towards a different Foot ninja.

"Must come down" he finished as he landed on the ninja. He rolled in front of another one who swung his sword at his head. He did the spits and ducked before kicking the ninja to the ground, he then quickly performed a back kick to send another ninja flying.

Raph side kicked a ninja to the ground before using his one of his sais to block a sword slash. He kicked the ninja in the stomach, sending him to his knees as another one ran towards him. He tackled the ninja to the ground, smashing him off the concrete. Raph got to his feet in time to duck a sword slash. He rolled behind the ninja and jumped up, driving the blunt handle of his sai into the ninja's back. He groaned and crumpled to the ground. Before he could turn around Raph was kicked from behind by another Foot ninja, as he got to his feet he was surrounded by three more.

"Raph!" Mikey called as he batted two Foot ninjas to the side. He ran to aid his brother but was halted when a ninja jumped in front of him and slashed with his sword. Mikey thrust his nunchucks in the air so the chain of his weapon blocked the sword.

Karai and Leo had engaged in battle again, their swords clanging as they collided

"Not to mention you helped the vile Utroms exile my father" Karai snapped as she lunged at Leo

"Your father was evil!" Leo yelled as he hopped backwards

"But he was still my father!" Karai wailed

"Or the closest thing I ever had to a father, and you and your rotten family took him from me! Now I'm all alone! You don't understand Leo, you just don't understand. You don't know how many nights I cried myself to sleep because the only family I had is gone. How would you feel Leo? How would you feel if someone took your father from you, regardless of their reason?"

Her words stung Leo; he didn't know what to say,

"I…" he managed to get a few words out.

"I would be devastated; I wouldn't know what to do with myself"

"Exactly!" Karai yelled as she sprinted towards him and swung her sword quickly.

Leo parried the first few blows but he could not think straight, all he could see was the image of a child crying at the loss of her father, all because of him. And to make matters worse, Karai seemed to be on her game. Usually her anger blinded her, but tonight it seemed to give her more power. He parried another blow and slashed back, his blow was parried as Karai pressed forward. She swung hard and knocked the katana from his hand. He ducked the second hard slash by rolling out of the way, but Karai caught him with a hard side kick that knocked him off his feet. He flew back and fell to the ground.

"Mark my words, you will pay for all your crimes Leonardo" She hissed

"And after I am done killing you I will enjoy slowly ending the life of your brothers. Perhaps Michelangelo first, It would be nice to feel the air slowly being choked from his young and pathetic body."

Suddenly a spark was ignited in Leo, _'She just threatened his youngest brother's life?' _A realization donned on Leo. The old Karai was gone, and it was not his fault, or any of his brothers faults. What happened to Karai and what she did were all because of the poor decision making from her and her father. Karai's last threat proved that she was never going to leave them alone. She was no better then her father, and could not be reasoned with. What she had been saying to him this whole time had been a front. She was just trying to get to him, trying to confuse him

"You will never touch any of my brothers, ever!" Leo stated as he pulled out other katana and charged towards Karai

Leo was now fully focused as he engaged Karai, She parried his first blow and there swords locked. Leo twisted his sword and turned sharply, this caused Karai's katana to fly out of her hands; she cried out as her katana flew away. She jumped back to avoid his second slash before attacking with her gauntlet blades. Leo blocked and his swords collided with the blades. He kicked her back before advancing.

"I can see threw your lies Karai" Leo said as he slashed at her. She blocked before slashing back, he jumped out of the way and slashed again.

"You may not be a heartless monster, but you for sure are a gutless, wretched, self centered, maniac and can't live with the fact that your an unbalanced, arrogant little brat!"

Leo's words were like a knife in the chest for Karai. She never expected Leo to respond like that. It enraged her

"How dare you!" she yelled as she slashed viciously at Leo

"How dare you insult me that way! Screw you Leonardo!" she screamed as she thrust her blades towards him.

"I gave you a one last chance, and you blew it" Leo called as he jumped to the side

"I can't let you hurt anyone else"

Leo's blade grazed Karai's cheek and she stepped back before being met with a huge front kick. She fell to the ground and felt her cheek as a small amount of blood began to drip down her face. She knew she could not keep this up much longer, the anger inside of her told her to fight Leo, but she knew he was ready to kill her. And besides, she had to stick to the plan. As she got to her feet she slipped a finger in her belt and pressed a small button. It went unnoticed as Leo slashed at her, she blocked it before jumping away to get some distance.

Up on a nearby roof top a foot ninja's attention came to his watch as it beeped. He turned to the left to look at his partner.

"There's the signal" He grunted, "Remember, our target is the one wearing the blue mask"

His partner nodded as the two foot ninja picked up there bow and arrows. They spotted Leo fighting their master and took there positions. Each took out and arrow and slid it into place before pulling it back. Raph noticed what was going on as he kicked a foot ninja to the ground.

"Leo look out!" he called as he blocked a sword slash from another ninja.

The archers let go of their arrows and they soared though the air towards Leo, who had his back turned as he front kicked Karai back.

He heard Raph's call and turned around just in time to see the two arrows. Thinking instinctively he slashed his sword wildly and jumped to the side. The one arrow missed Leo by inches while the other was cut out of the air by his sword. Karai knew Leo had the skill to stop the arrows, but it did succeed in providing her with a small distraction. She wasted no time hunching over and quickly pressing the button to launch her chain. It flew from her back and wrapped around Leo's ankle just as he turned around. He let out a cry of surprise as Karai pulled on the chain as hard as she could.

Leo was yanked off his feet and flew towards Karai where a kick send him flying threw the air and crashing to the ground. Leo dropped his other katana and when he tried to stand, Karai kept pulling on the chain. Leo was dragged closer to Karai before she unlocked the chain from her back and held it in her hand. She yanked hard again, launching Leo towards her.

She fell to the ground and kicked him into the air, as Leo flew over her, she pulled the chain down hard. Leo cried out as he came crashing down, landing on the ground in front of her with a sickening smack. He groaned as he felt a bruise forming on his left shoulder.

Karai walked towards Leo and raised her wrist gauntlet to slash him. But suddenly a stick came in front and blocked her slash.

"You attack a warrior when his back is turned," Splinter said sternly as he kicked Karai hard in the stomach. She dropped the chain and tumbled back.

"You are truly like your father" Splinter spat as he jumped at Karai.

The three ninjas surrounding Raph were swinging at him from all sides, Raph franticly tried to block as many blows as he could. Suddenly Don jumped on the roof, swingy his bo staff widely which sending the ninjas surrounding Raph tumbling to the ground.

"We thought you guys could use a hand Don called as he swatted two more Foot ninja aside

"Us?" Mikey said rhetorically as he side kicked at Foot ninja and bashed two more with his nunchucks

"Naaw, we had everything under control bro"

Leo untied himself and his got to his feet; he then scrambled to pick up his two missing katanas before joining his father to fight Karai. She was surprised by the sudden arrival of Splinter and Don, although she figured the foot in the alley would not hold them long. She blocked a strike from Splinter's walking stick before Leo slid in and kicked her off her feet. She skidded and rammed into a railing which was the only thing that kept her from flying off the building to the street below. She got up slowly as Leo and Splinter closed in.

'_That's right come closer' _Karai sneered silently as her two foes advanced.

Without anyone noticing she reached into belt and pulled out a small greenish tablet, she held it in her palm. As Leo in Splinter attacked she threw the tablet at the ground in front of them. She they closed her eyes and covered her mouth as the tablet exploded into a cloud of green smoke. It blinded Leo and Splinter and made it hard to breath. As the smoke cleared Karai moved in on the two how where coughing and trying to clear there eyes.

She jumped in kicking Splinter to the ground before backhanding Leo in the face as hard as she could. He fell to one knee before she front kicked him as hard as she could. Leo flew back and hit the small lip on the side of the building, dropping his katanas as his head smacked the concrete. Karai turned to Splinter and kneed him the stomach before punching him in the face. He stumbled back before another knee knocked him off balance. Karai grabbed the old rat by his cloths and picked him off the ground, she then smashed him to the ground before pinning him down with her right forearm.

"Master Splinter!" Raph yelled as he and Don ran towards their father, but were stopped when several Foot ninja jumped in front of them and attacked. They blocked the blows but where pushed back.

"Were coming Sensei!" Mikey cried as he tried to sprint toward his father, but he too was stopped when two Foot ninja tackled him to the ground and began to punch him

Leo tasted blood in his mouth as he managed to pull himself up on all fours. Leo's vision slowly came back and he looked on as Karai raised her gauntlet blades above his pinned father.

"No!" He yelled out weakly as he tried to stand

"Now Leonardo" she sneered.

"You will know what it is like to lose a father" And with that; she dropped her hand, thrusting her blades down.


End file.
